UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2018
DORIAN LPG LTD. (Exactnameofregistrantasspecifiedinitscharter)
Republic of the Marshall Islands 001-36437 66-0818228(Stateorotherjurisdictionofincorporationor
organization) (CommissionFileNumber) (IRSemployeridentificationno.)
c/o Dorian LPG (USA) LLC, 27 Signal Road,
Stamford, Connecticut 06902(Addressofprincipalexecutiveoffices) (ZipCode)
(Registrant's telephone number, including area code): 203-674-9900
(Former Name or Former Address, if Changed Since Last Report): None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Introductory Note
The information contained in this Current Report on Form 8-K is hereby incorporated by reference into (i) the registration statement on Form S-3 (FileNo. 333-200714) of Dorian LPG Ltd. (the " Company "), filed with the U.S. Securities and Exchange Commission (the " Commission ") on June 29, 2015 and (ii)the registration statement on Form S-3 (File No. 333-208375) of the Company, filed with the Commission on December 7, 2015.
Item 8.01 Other Events
On June 15, 2018, the Company issued a press release entitled "Dorian LPG Board Declines BW LPG's Unsolicited Proposal" and made available on itswebsite, http://www.dorianlpg.com , a presentation entitled "Dorian LPG's Response to BW LPG's Unsolicited, Conditional Proposal."
Item 9.01 Financial Statements and Exhibits (d) Exhibits
Exhibit Number Description
99.1 Press Release dated June 15, 2018 99.2 Presentation dated June 15, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.
Dated: June 15, 2018 DORIAN LPG LTD.(registrant)
By: /s/ Theodore B. Young Theodore B. Young Chief Financial Officer
Exhibit 99.1
DORIAN LPG BOARD DECLINES BW LPG'S UNSOLICITED PROPOSAL
Board Cites Dorian's Younger, More Fuel-Efficient Ships; Superior Commercial Performance; Less Leveraged Balance Sheet; and Lack of ShareholderBenefit From Proposed Dual Listing
STAMFORD, CT, June 15, 2018 – Dorian LPG Ltd. (NYSE: LPG) ("Dorian" or the "Company") today announced that its Board of Directors has unanimouslydeclined an unsolicited, conditional proposal from BW LPG Ltd. (OB: BWLPG) ("BW LPG") to combine with Dorian in a stock-for-stock transaction.
After a thorough review, conducted in consultation with its financial and legal advisors, the Board of Directors unanimously concluded that the proposal is not inthe best interests of Dorian and its shareholders. The Board noted that:
BW LPG's proposal undervalues Dorian on both an absolute- and relative-value basis;
· Fails to recognize the value of Dorian's younger, more fuel-efficient ships;
· Fails to recognize Dorian's superior commercial performance;
· Forces shareholders to accept equity in a more highly-leveraged combined company; and
· Proposes a dual listing that is unlikely to benefit Dorian shareholders.
The Board believes that Dorian's current strategy is working and that Dorian's younger, more fuel-efficient fleet with lower leverage protects the Company at thebottom of the industry cycle and positions it best for long-term growth and success.
Dorian has retained Evercore as financial advisor and Wachtell, Lipton, Rosen & Katz and Seward & Kissel LLP as legal advisors, in connection with theproposal.
Below is the text of a letter that was sent today by John Hadjipateras, Chairman, President and Chief Executive Officer of Dorian, to Andreas Sohmen-Pao,Chairman of the Board of Directors of BW LPG.
June 15, 2018
Dear Andreas,
This letter is in response to your May 29, 2018 letter indicating BW LPG's interest in combining with Dorian LPG.
Thank you for your kind words about Dorian's fleet, management and operating principles.
Since receiving your letter, our Board of Directors, consistent with its fiduciary obligation to our shareholders and in consultation with our outside advisors, hasworked diligently to evaluate your unsolicited and conditional proposal. In this regard, we have carefully considered the strategic, financial and commercial meritsof the proposal and whether it accelerates our efforts to build shareholder value by enhancing our company's market position, strengthening our financial positionor advancing strategic initiatives.
After these deliberations, the Board unanimously decided to decline your proposal.
The Dorian Board has taken this action for many reasons, including:
Dorian's Fleet: Younger, More Fuel Efficient, and better prepared for Environmental Regulations.
Your proposal undervalues Dorian on both an absolute- and relative value basis by failing to account for the true value of Dorian's substantially younger,more fuel-efficient ships as well as Dorian's superior commercial performance.
BW LPG's indication of interest fails to recognize the value of Dorian's 19 ECO-ships, comprising 86% of Dorian's fleet of 22 ships. By contrast, onlyabout 40% of BW LPG's 51-ship fleet consists of ECO-ships, and BW LPG's owned and operated fleet is considerably older than Dorian's.
Dorian has already invested substantial capital to comply with regulation-driven ship modifications. Our understanding is that the BW LPG fleet willrequire significant additional capital investment to modernize and comply with regulatory requirements.
Dorian shareholders should not be asked to subsidize BW LPG's fleet renewal, upgrade, and regulatory compliance costs.
Dorian's Commercial Performance is Superior
Based on the exchange ratio proposed, BW LPG would benefit from the acquisition of our ships with higher earnings power without paying a price thatreflects the value differential in our assets and our commercial platform. Over the past four quarters, Dorian has consistently outperformed BW LPG onkey metrics such as EBITDA per vessel and TCE (time charter equivalent) per day.
Dorian's Balance Sheet is Less Leveraged
A combination of BW LPG and Dorian would improve financial flexibility for BW LPG, but would have the opposite effect for Dorian. BW LPG'sbalance sheet is more leveraged, with older assets on average, while Dorian's balance sheet has considerably lower leverage – Dorian's net debt to totalcapitalization (34.6%) vs BW LPG's (51.7%) -, in addition to having a younger fleet. Our growth trajectory, credit profile, and cash flow accretion wouldbe burdened by a combination with BW LPG, not enhanced.
A Dual Listing is Not a Benefit to Dorian Shareholders
You suggest that the combined company's stock would have an enhanced trading liquidity due to its larger market capitalization, and propose a duallisting of the shares on the New York Stock Exchange and the Oslo Stock Exchange. We believe the promise of increased liquidity is illusory, as there islimited investor overlap and little reason to believe BW LPG's existing shareholders would change their currency trading preferences.
Notwithstanding declining your proposal, our Board is willing to discuss acquiring or consolidating some or all of your 17 ECO-ships into our commercialplatform. We believe that such a proposal would allow for a more transparent relative valuation and could be concluded relatively expeditiously.
If your Board is interested in this type of consolidation, we would be prepared to enter into discussions about its potential merits.
Thank you and your Board for your interest in Dorian, which clearly recognizes the exceptional business we have created and its long-term potential.
That said, I hope that you understand why the Dorian Board cannot pursue a transaction that is by all relevant measures not in the best interests of our shareholders.
Sincerely,
John HadjipaterasChairman, President and Chief Executive Officer
About Dorian LPG Ltd. Dorian LPG is a liquefied petroleum gas shipping company and a leading owner and operator of modern VLGCs. Dorian LPG's fleetcurrently consists of twenty-two modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA, London, United Kingdom and Athens, Greece.
Forward-looking Statements This press release contains "forward-looking statements." Statements that are predictive in nature, that depend upon or refer tofuture events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "may,""should" and similar expressions are forward-looking statements. These statements are not historical facts but instead represent only the Company's beliefregarding future results, many of which, by their nature are inherently uncertain and outside of the Company's control. Actual results may differ, possiblymaterially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results,see the discussion in the Company's Annual Report on Form 10-K, under the heading "Risk Factors." The Company does not assume any obligation to update theinformation contained in this press release.
For further information:
Dorian LPG LtdTed YoungChief Financial Officer (203) [email protected]
KekstRuth Pachman/Mark Semer (212) [email protected] [email protected]
Exhibit 99.2